Supplement Dated May 22, 2013
To the Current Prospectus and Statement of Additional Information
ING SmartDesign Advantage
Issued by ING USA Life Insurance and Annuity Company
Through Its Separate Account B
This supplement updates the prospectus and statement of additional information (“SAI”) for your variable annuity contract and any
subsequent supplements thereto. Please read it carefully and keep it with your copy of the prospectus and SAI for future reference. If
you have any questions, please call our Customer Service Center at 1-800-366-0066.
NOTICE OF AND IMPORTANT INFORMATION REGARDING A FUND SUBSTITUTION
The following information directly below only affects you if you currently invest in the subaccount that corresponds
to the Fidelity® VIP Contrafund® Portfolio.
The Securities and Exchange Commission issued an order to permit the ING USA Annuity and Life Insurance Company
and its Separate Account B to replace, effective on or about July 12, 2013 (the “Substitution Effective Date”), the Fidelity®
VIP Contrafund® Portfolio (“Replaced Fund”) with the ING Large Cap Growth Portfolio (“Substitute Fund”).
The following lists important information regarding the upcoming fund substitution:
·	Prior to the Substitution Effective Date, and for thirty days thereafter you may transfer amounts allocated to the
	subaccount that invests in the Replaced Fund to any other available subaccount or any available fixed account free
	of charge, and any such transfer will not count as a transfer when imposing any applicable restrictions or limits on
	transfers (other than restrictions related to frequent or disruptive transfers).
·	On the Substitution Effective Date, your investment in the subaccount that invests in the Replaced Fund will
	automatically become an investment in the subaccount that invests in the Substitute Fund with an equal total net
	asset value.
·	You will not incur any fees or charges or any tax liability because of the substitution, and your Contract value
	immediately before the substitution will equal your Contract value immediately after the substitution.
·	The overall expenses of the Substitute Fund are less than the overall expenses of the Replaced Fund. The fees and
	expenses of the Substitute Fund are more fully described in the Substitute Fund’s summary prospectus.
·	The investment objective and policies of the Substitute Fund are similar to the investment objective and policies of
	the Replaced Fund. The investment objective of the Substitute Fund, along with information about the Substitute
	Fund's investment adviser/subadviser, are more fully described in the Substitute Fund’s summary prospectus.
·	Prior to the Substitution Effective Date you will be sent a fund summary prospectus for the Substitute Fund. Read
	this summary prospectus carefully before deciding what to do with amounts allocated to the Subaccount that
	invests in the Substitute Fund. If you have not received one, or if you need another copy, please contact our
	Customer Service Center at 1-800-366-0066.
·	After the Substitution Effective Date, the subaccount investing in the Replaced Fund will no longer be available
	through the Contract and there will be no further disclosure regarding it in any future Contract prospectus or
	supplements to the Contract prospectus.
IMPORTANT INFORMATION REGARDING THE COMPANY
Information about the ING USA Annuity and Life Insurance Company found in your prospectus and/or Statement
of Additional Information is deleted and replaced with the following:
ING USA Annuity and Life Insurance Company (“ING USA”) is an Iowa stock life insurance company, which was
originally incorporated in Minnesota on January 2, 1973. Until May 7, 2013, ING USA was a wholly owned indirect
subsidiary of ING Groep N.V. (“ING”), a global financial services holding company based in The Netherlands. ING USA
is authorized to sell insurance and annuities in all states, except New York and the District of Columbia. The obligations
under the Contract are solely the responsibility of ING USA Annuity and Life Insurance Company.
X.63692-13GW		Page 1 of 9	May 2013

Pursuant to an agreement with the European Commission (“EC”), ING has agreed to divest itself of ING U.S., Inc. and its
subsidiaries, including ING USA (collectively “ING U.S.”), which constitutes ING’s U.S.-based retirement, investment
management and insurance operations. To effect this divestment, on May 7, 2013 ING completed an initial public offering
(“IPO”) of the common stock of ING U.S. While ING is currently the majority shareholder of the common stock of ING
U.S., pursuant to the agreement with the EC mentioned above ING is required to divest itself of at least 25% of ING U.S.
by the end of 2013, more than 50% by the end of 2014 and 100% by the end of 2016.
IMPORTANT INFORMATION REGARDING THE INVESTMENT PORTFOLIOS
The following table reflects investment portfolio name changes since the date of your last prospectus supplement.
Fund Name Changes
Former Fund Name	New Fund Name
Invesco Van Kampen V.I. American Franchise Fund	Invesco V.I. American Franchise Fund
ING Davis New York Venture Portfolio	ING Columbia Contrarian Core Portfolio
ING Invesco Van Kampen Comstock Portfolio	ING Invesco Comstock Portfolio
ING Invesco Van Kampen Equity and Income Portfolio	ING Invesco Equity and Income Portfolio
ING Invesco Van Kampen Growth and Income Portfolio	ING Invesco Growth and Income Portfolio
ING Pioneer Fund Portfolio	ING Multi-Manager Large Cap Core Portfolio
The following investment portfolios are closed to new premiums and transfers. Contract owners who have value in any of
the investment portfolios listed below may leave their contract value in these investments.
Closed Investment Portfolios
Columbia Small Cap Value Fund	ING Columbia Small Cap Value II Portfolio
Fidelity® VIP Contrafund® Portfolio	ING Get Fund
Fidelity VIP Equity-Income Portfolio	ING Global Resources Portfolio (Class S)
Invesco V.I. American Franchise Fund	ING Growth and Income Portfolio (Class S) and (Class I)
ProFund VP Bull	ING Index Plus LargeCap Portfolio
ProFund VP Europe 30	ING Index Plus MidCap Portfolio
ProFund VP Rising Rates Opportunities	ING Index Plus SmallCap Portfolio
ING Balanced Portfolio	ING Large Cap Growth Portfolio (Class S)
ING Clarion Global Real Estate Portfolio	ING Oppenheimer Global Portfolio (Class I)
ING Clarion Real Estate Portfolio	ING SmallCap Opportunities Portfolio
Open Investment Portfolios
During the accumulation phase, you may allocate your premium payments and contract value to any of the investment
portfolios available under this Contract, plus any Fixed Interest Allocation that is available. You bear the entire investment
risk for amounts you allocate to any investment portfolio, and you may lose your principal. There is no assurance that any
of the funds will achieve their respective investment objectives. Shares of the funds will rise and fall in value and you
could lose money by investing in the funds. Shares of the funds are not bank deposits and are not guaranteed, endorsed or
insured by any financial institution, the Federal Deposit Insurance Corporation or any other government agency. Except as
noted, all funds are diversified, as defined under the Investment Company Act of 1940.
The following table reflects the investment portfolios that are, effective May 1, 2013, open and available to new premiums
and transfers under your Contract along with each portfolio’s investment adviser/subadviser and investment objective.
Please refer to the funds prospectuses for more detailed information. Fund prospectuses may be obtained free of charge
from our Customer Service Center at P.O. Box 9271, Des Moines, Iowa 50306-9271 or call (800) 366-0066, or access the
SEC’s website (http://www.sec.gov), or by contacting the SEC Public Reference Room at (202) 942-8090 or call (800)
SEC-0330. You may obtain copies of reports and other information about the separate account and the funds, after paying
a duplicating fee, by sending an email request to publicinfo@sec.gov or by writing to the SEC Public Reference Room, 100
F Street, N.E., Room 1580, Washington, D.C. 20549-0102. If you received a summary prospectus for any of the funds
available through your contract, you may also obtain a full prospectus and other fund information free of charge by either
X.63692-13GW	Page 2 of 9	May 2013

accessing the internet address, calling the telephone number or sending an email request to the contact information shown
on the front of the fund’s summary prospectus.
Fund Name and Investment Adviser/Subadviser	Investment Objective
BlackRock Global Allocation V.I. Fund	Seeks to provide high total return through a fully managed
	investment policy utilizing U.S. and foreign equity, debt and
Investment Adviser: BlackRock Advisors, LLC	money market instruments, the combination of which will be
Investment Subadviser: BlackRock Investment	varied from time to time both with respect to types of securities
Management, LLC; BlackRock International Limited	and markets in response to changing market and economic
	trends.
ING American Funds Asset Allocation Portfolio	Seeks high total return (including income and capital gains)
	consistent with preservation of capital over the long term.
Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
and Management CompanySM
ING American Funds Global Growth and Income	Seeks to provide you with long-term growth of capital while
Portfolio	providing current income.
Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
and Management CompanySM
ING American Funds International Growth and Income	Seeks long-term growth of capital while providing current
Portfolio	income.
Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
and Management CompanySM
ING American Funds International Portfolio	Seeks to provide you with long-term growth of capital.
Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
and Management CompanySM
ING American Funds World Allocation Portfolio	Seeks long-term growth of capital.
Investment Adviser: Directed Services LLC
Asset Allocation Committee
ING Baron Growth Portfolio	Seeks capital appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: BAMCO, Inc.
ING BlackRock Health Sciences Opportunities Portfolio	Seeks long-term capital growth.
Investment Adviser: Directed Services LLC
Investment Subadviser: BlackRock Advisors, LLC
ING BlackRock Inflation Protected Bond Portfolio	A non-diversified Portfolio that seeks to maximize real return,
	consistent with preservation of real capital and prudent
Investment Adviser: Directed Services LLC	investment management.
Investment Subadviser: BlackRock Financial
Management Inc.
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Fund Name and Investment Adviser/Subadviser	Investment Objective
ING BlackRock Large Cap Growth Portfolio	Seeks long-term growth of capital.
Investment Adviser: Directed Services LLC
Investment Subadviser: BlackRock Investment
Management, LLC
ING Bond Portfolio	Seeks to provide maximum total return through income and
	capital appreciation.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co. LLC
ING Columbia Contrarian Core Portfolio	Seeks total return, consisting of long-term capital appreciation
	and current income.
Investment Adviser: Directed Services LLC
Investment Subadviser: Columbia Management
Advisors, LLC
ING DFA World Equity Portfolio	Seeks long-term capital appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: Dimensional Fund Advisors LP
ING EURO STOXX 50® Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of the EURO STOXX 50® Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co. LLC
ING FMRSM Diversified Mid Cap Portfolio*	Seeks long-term growth of capital.
Investment Adviser: Directed Services LLC
Investment Subadviser: Fidelity Management &
Research Company
* FMRSM is a service mark of Fidelity Management &
Research Company
ING Franklin Income Portfolio	Seeks to maximize income while maintaining prospects for
	capital appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: Franklin Advisers, Inc.
ING Franklin Mutual Shares Portfolio	Seeks capital appreciation and secondarily, income.
Investment Adviser: Directed Services LLC
Investment Subadviser: Franklin Mutual Advisers, LLC
ING Franklin Templeton Founding Strategy Portfolio	Seeks capital appreciation and secondarily, income.
Investment Adviser: Directed Services LLC

X.63692-13GW  Page 4 of 9  May 2013 

Fund Name and Investment Adviser/Subadviser	Investment Objective
ING FTSE 100 Index® Portfolio	A non-diversified Portfolio that seeks investment results (before
	fees and expenses) that correspond to the total return of the FTSE
Investment Adviser: ING Investments, LLC	100 Index®.
Investment Subadviser: ING Investment Management
Co. LLC
ING Global Resources Portfolio (Class ADV)	A non-diversified Portfolio that seeks long-term capital
	appreciation.
Investment Adviser: Directed Services, LLC
Investment Subadviser: ING Investment Management
Co. LLC
ING Global Perspectives Portfolio	Seeks total return.
Investment Adviser: Directed Services, LLC
Investment Subadviser: ING Investment Management
Co. LLC
ING Growth and Income Portfolio (Class ADV)	Seeks to maximize total return through investments in a
	diversified portfolio of common stocks and securities convertible
Investment Adviser: ING Investments, LLC	into common stocks. It is anticipated that capital appreciation
Investment Subadviser: ING Investment Management	and investment income will both be major factors in achieving
Co. LLC	total return.
ING Hang Seng Index Portfolio	A non-diversified Portfolio that seeks investment results (before
	fees and expenses) that correspond to the total return of the Hang
Investment Adviser: ING Investments, LLC	Seng Index.
Investment Subadviser: ING Investment Management
Co. LLC
ING Intermediate Bond Portfolio	Seeks to maximize total return consistent with reasonable risk.
	The Portfolio seeks its objective through investments in a
Investment Adviser: ING Investments, LLC	diversified portfolio consisting primarily of debt securities. It is
Investment Subadviser: ING Investment Management	anticipated that capital appreciation and investment income will
Co. LLC	both be major factors in achieving total return.
ING International Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of a widely accepted International
Investment Adviser: ING Investments, LLC	Index.
Investment Subadviser: ING Investment Management
Co. LLC
ING Invesco Comstock Portfolio	Seeks capital growth and income.
Investment Adviser: Directed Services LLC
Investment Subadviser: Invesco Advisers, Inc.
ING Invesco Equity and Income Portfolio	Seeks total return, consisting of long-term capital appreciation
	and current income.
Investment Adviser: Directed Services LLC
Investment Subadviser: Invesco Advisers, Inc.
ING Invesco Growth and Income Portfolio	Seeks long-term growth of capital and income.
Investment Adviser: Directed Services LLC
Investment Subadviser: Invesco Advisers, Inc.
X.63692-13GW	Page 5 of 9	May 2013

Fund Name and Investment Adviser/Subadviser	Investment Objective
ING Japan TOPIX Index® Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of the Tokyo Stock Price Index®.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co. LLC
ING JPMorgan Emerging Markets Equity Portfolio	Seeks capital appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: J.P. Morgan Investment
Management Inc.
ING JPMorgan Mid Cap Value Portfolio	Seeks growth from capital appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: J.P. Morgan Investment
Management Inc.
ING JPMorgan Small Cap Core Equity Portfolio	Seeks capital growth over the long term.
Investment Adviser: Directed Services LLC
Investment Subadviser: J.P. Morgan Investment
Management Inc.
ING Large Cap Growth Portfolio (Class ADV)	Seeks long-term capital growth.
Investment Adviser: Directed Services LLC
Investment Subadviser: ING Investment Management
Co. LLC
ING Large Cap Value Portfolio	Seeks growth of capital and current income.
Investment Adviser: Directed Services LLC
Investment Subadviser: ING Investment Management
Co. LLC
ING Liquid Assets Portfolio	Seeks a high level of current income consistent with the
	preservation of capital and liquidity.
Investment Adviser: Directed Services LLC
Investment Subadviser: ING Investment Management
Co. LLC
ING Marsico Growth Portfolio	Seeks capital appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: Marsico Capital Management,
LLC
ING MFS Total Return Portfolio	Seeks above-average income (compared to a portfolio entirely
	invested in equity securities) consistent with the prudent
Investment Adviser: Directed Services LLC	employment of capital. Secondarily seeks reasonable
Investment Subadviser: Massachusetts Financial	opportunity for growth of capital and income.
Services Company

X.63692-13GW  Page 6 of 9  May 2013 

Fund Name and Investment Adviser/Subadviser	Investment Objective
ING MFS Utilities Portfolio	Seeks total return.
Investment Adviser: Directed Services LLC
Investment Subadviser: Massachusetts Financial
Services Company
ING MidCap Opportunities Portfolio	Seeks long-term capital appreciation.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co. LLC
ING Morgan Stanley Global Franchise Portfolio	A non-diversified Portfolio that seeks long-term capital
	appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: Morgan Stanley Investment
Management Inc.
ING Multi-Manager Large Cap Core Portfolio	Seeks reasonable income and capital growth.
Investment Adviser: Directed Services LLC
Investment Subadviser: Columbia Management
Investment Advisers, LLC and The London Company
of Virginia d/b/a The London Company
ING Oppenheimer Global Portfolio (Class S)	Seeks capital appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: OppenheimerFunds, Inc.
ING PIMCO High Yield Portfolio	Seeks maximum total return, consistent with preservation of
	capital and prudent investment management.
Investment Adviser: Directed Services LLC
Investment Subadviser: Pacific Investment Management
Company LLC
ING PIMCO Total Return Bond Portfolio	Seeks maximum total return, consistent with preservation of
	capital and prudent investment management.
Investment Adviser: Directed Services LLC
Investment Subadviser: Pacific Investment Management
Company LLC
ING Pioneer Mid Cap Value Portfolio	Seeks capital appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: Pioneer Investment
Management, Inc.
ING Retirement Conservative Portfolio	Seeks a high level of total return (consisting of capital
	appreciation and income) consistent with a conservative level of
Investment Adviser: Directed Services LLC	risk relative to the other ING Retirement Portfolios.
Asset Allocation Committee

X.63692-13GW  Page 7 of 9  May 2013 

Fund Name and Investment Adviser/Subadviser	Investment Objective
ING Retirement Growth Portfolio	Seeks a high level of total return (consisting of capital
	appreciation and income) consistent with a level of risk that can
Investment Adviser: Directed Services LLC	be expected to be greater than that of ING Retirement Moderate
Asset Allocation Committee	Growth Portfolio.
ING Retirement Moderate Growth Portfolio	Seeks a high level of total return (consisting of capital
	appreciation and income) consistent with a level of risk that can
Investment Adviser: Directed Services LLC	be expected to be greater than that of ING Retirement Moderate
Asset Allocation Committee	Portfolio but less than that of ING Retirement Growth Portfolio.
ING Retirement Moderate Portfolio	Seeks a high level of total return (consisting of capital
	appreciation and income) consistent with a level of risk that can
Investment Adviser: Directed Services LLC	be expected to be greater than that of ING Retirement
Asset Allocation Committee	Conservative Portfolio but less than that of ING Retirement
	Moderate Growth Portfolio.
ING Russell™ Large Cap Growth Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of the Russell Top 200® Growth
Investment Adviser: ING Investments, LLC	Index.
Investment Subadviser: ING Investment Management
Co. LLC
ING RussellTM Large Cap Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of the Russell Top 200® Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co. LLC
ING Russell™ Large Cap Value Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of the Russell Top 200® Value
Investment Adviser: ING Investments, LLC	Index.
Investment Subadviser: ING Investment Management
Co. LLC
ING Russell™ Mid Cap Growth Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of the Russell Midcap® Growth
Investment Adviser: ING Investments, LLC	Index.
Investment Subadviser: ING Investment Management
Co. LLC
ING RussellTM Mid Cap Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of the Russell Midcap® Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co. LLC
ING RussellTM Small Cap Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of the Russell 2000® Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co. LLC
ING Small Company Portfolio	Seeks growth of capital primarily through investment in a
	diversified portfolio of common stocks of companies with
Investment Adviser: ING Investments, LLC	smaller market capitalizations.
Investment Subadviser: ING Investment Management
Co. LLC

X.63692-13GW  Page 8 of 9  May 2013 

Fund Name and Investment Adviser/Subadviser	Investment Objective
ING T. Rowe Price Capital Appreciation Portfolio	Seeks, over the long-term, a high total investment return,
	consistent with the preservation of capital and prudent
Investment Adviser: Directed Services LLC	investment risk.
Investment Subadviser: T. Rowe Price Associates, Inc.
ING T. Rowe Price Equity Income Portfolio	Seeks substantial dividend income as well as long-term growth
	of capital.
Investment Adviser: Directed Services LLC
Investment Subadviser: T. Rowe Price Associates, Inc.
ING T. Rowe Price Growth Equity Portfolio	Seeks long-term capital growth, and secondarily, increasing
	dividend income.
Investment Adviser: Directed Services LLC
Investment Subadviser: T. Rowe Price Associates, Inc.
ING T. Rowe Price International Stock Portfolio	Seeks long-term growth of capital.
Investment Adviser: Directed Services LLC
Investment Subadviser: T. Rowe Price Associates, Inc.
ING Templeton Foreign Equity Portfolio	Seeks long-term capital growth.
Investment Adviser: Directed Services LLC
Investment Subadviser: Templeton Investment Counsel,
LLC
ING Templeton Global Growth Portfolio	Seeks capital appreciation. Current income is only an incidental
	consideration.
Investment Adviser: Directed Services LLC
Investment Subadviser: Templeton Global Advisors
Limited
ING U.S. Bond Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of the Barclays Capital U.S.
Investment Adviser: ING Investments, LLC	Aggregate Bond Index.
Investment Subadviser: ING Investment Management
Co. LLC
ING WisdomTreeSM Global High-Yielding Equity Index	Seeks investment returns that closely correspond to the price and
Portfolio*	yield performance, (before fees and expenses) of the
	WisdomTreeSM Global High-Yielding Equity Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co. LLC
* WisdomTreeSM is a servicemark of WisdomTree
Investments
Effective July 12, 2013, this fund will change its name to
ING Global Value Advantage Portfolio, and at that time
will change its investment objective to: Seeks long-term
growth of capital and current income.

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